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New England Rugby Football Union, Inc

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Constitution and By-Laws of New England Rugby Football Union, Inc, a Non-Profit corporation, doing business as

New England Rugby Football Union

PREAMBLENew England Rugby Football Union (NERFU) organizes, administers, controls, regulates, improves, teaches and fosters the growth and maintains the standards of the game of Rugby Union Football for the clubs that are its members within the geographic area its members agree. It shall represent its members before other official administrative bodies of rugby on a regional, national or international level (including, the International Rugby Board [the “IRB”] and USA Rugby [“USAR”]), and shall organize, control and administer rugby games between regional bodies and visiting clubs as necessary. New England Rugby Football Union is a member of USAR and is a so-called Geographic Union within the USAR administrative structure.

New England Rugby Football Union will have exclusive jurisdiction over its members in matters pertaining to the administration of Rugby Union Football.

New England Rugby Football Union exists to preserve, protect, and foster the game of Rugby Union Football for its participants.

A R TIC L E I N A M E

S e cti o n 1.01. N A M E . The name of the corporation shall be New England Rugby Football Union. The corporation is hereinafter called the “Union” or this “Union.”

S e cti o n 1.02. G EN D E R . For purposes of simplicity, the feminine form as used below shall also include the masculine.

S e cti o n 1.03. J U RISD I CT IO N . The jurisdiction includes the States of Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, and Connecticut (New England) and areas adjacent thereto where reasons of geography and the needs of the game justify the extension of the Union’s jurisdiction.

S e cti o n 1.4. P U RPOS E . This corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the specific purposes of the corporation are:

(i) to coordinate, administer, and foster national amateur competition in the sport of Rugby Union in New England;

(ii) to support and develop amateur athletes for national competition in the sport of Rugby Union; (iii) to foster productive working relationships among organizations active in the sport of Rugby

Union;(iv) to promote and encourage physical fitness and public participation in the sport of Rugby Union;

and(v) to carry on other charitable activities associated with these purposes as allowed by law. In

furtherance of the foregoing purposes, this corporation shall be organized and operated primarily to conduct or support rugby competition and to support or develop amateur rugby athletes for national or international competition within the meaning of section 501(j)(2) or the Internal Revenue Code of 1986, as amended.


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S e cti o n 1.05. A SS ET S . This corporation's assets are irrevocably dedicated to public and charitable purposes. No part of the net earnings, properties, or assets of the corporation on dissolution or otherwise, shall inure to the benefitof any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code section501(c)(3).

S e cti o n 1.06. N O N P R OFIT O R G A N I Z A T I O N . This Union is a nonprofit organization and no remuneration shall be paid to any “Officer” or member of the “Executive Committee” (as such terms are hereinafter defined) except for authorized expenses incurred in the performance of their duties.

A R TIC L E II M E MB E R S

S e cti o n 2.01. M E MB E RS . The “members” of this Union shall be persons, organizations or business entities as listed below:(a) F U LL M E MB E RS .All rugby clubs within the jurisdiction of the Union that have been elected to membership in the Union as provided in this Constitution and By-Laws (these “By-Laws”) shall be full members, with all rights and privileges of membership.

All clubs that are members of New England Rugby Football Union, Inc as of the day of the adoption of these By- Laws are automatically members of the Union.

Following the adoption of these By-Laws, additional member clubs shall be elected to the Union by a majority vote of attending Union Officials (as such term is hereinafter defined),at regular Executive Committee or Management Committee meetings upon application for membership to the Secretary of the Union (as hereinafter defined). . By terms of the motion made, clubs may be admitted for membership on a probationary basis for one (1) year. Clubs admitted on a probationary basis have all of the rights and obligations of non-probationary members; however,the “Executive Committee” (as hereinafter defined) may suspend any probationary club if the ExecutiveCommittee determines that:

(i) the probationary club is unable or unwilling to conform to the rules and regulations of the Union,(ii) the continued participation of the probationary club in Union affairs presents a danger to other member

clubs, and(iii) the continued participation of the probationary club represents an unacceptable liability to the Union or

threatens the integrity of the Union or the game of Rugby Union Football.

Probationary clubs may be admitted to non-probationary membership status after one (1) year of probationary status.

In order to maintain membership in the Union, each member club must pay its annual Union dues.

The New England Rugby Referees Society (the “Referees’ Society”) shall also be a full member, although it does not pay annual dues.

(b) H O N ORARY M E MB E RS .“Honorary Members” shall be any persons the Union desires to honor. These members are elected by a majority of the full members. Honorary Members do not have a vote in Union matters and they do not pay dues.


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(c) P A T RON M E MB E RS .“Patron Members” are persons interested in encouraging the growth of Rugby Union Football in New England whocontribute set dues. These members are elected by the Executive Committee of the Union, which may determine the terms and conditions of such patron membership, including dues; however, Patron Members do not have a vote in Union matters.

(d) SP E C IAL M E MB E R S .“Special Members” are organizations that are affiliated with the Union in an administrative relationship whose characteristics are not covered in other specific membership categories. This class of membership does not vote in Union matters unless specifically authorized by the Union membership. Special Members may be created from time to time by Executive Committee.

S e cti o n 2.02 . VO T I N G M E MB E RS . Each full member has one vote at any Union meeting and shall be represented at any meeting by no more than two persons. Honorary, Patron, and Special Members are always welcome at Union meetings and may join in any discussion, at the discretion of the chair; however, they have no vote in Union matters. No restriction shall be imposed on any member by virtue of race, creed, color, sex, national origin,religion or sexual orientation.

A R TIC L E III M EE T I N GS OF M E MB E R S

S e cti o n 3.01. P L A C E OF M EE T I N G S . Annual and special meetings of the members shall be held within New England and must be called by the Executive Committee.

S e cti o n 3.02. A N N U AL G ENE R AL M EE T I N G .The Union will hold an “Annual General Meeting” each year. The Annual General Meeting will be held on aSaturday or Sunday during the month of February or March.

At the Annual General Meeting (and in this order):

1. The “President” (as hereinafter defined) will report on the affairs of the Union during the period since the last Annual General Meeting;

2. The “Treasurer” (as hereinafter defined) will report on the financial affairs of the Union during the period since the last Annual General Meeting;

3. The Union members shall elect the Union Officers for the coming year;4. The “Divisions” shall elect the “Division Directors” (as such terms are hereinafter defined) for the coming

year;5. The “Divisions” within each “Group” (as hereinafter defined) shall elect the Group’s “Executive Director”;6. The Union shall address any scheduling issues related to upcoming year; and7. The Union shall consider any new business.

Items for the Annual General Meeting agenda submitted by members must be submitted by members in writing to the Executive Committee no later than twenty-one (21) days immediately before the subject Annual General Meeting.

Annual General Meetings may be held in person, by telephone or video conference, or by other means permitted by advances in technology as are adopted as a standard business practice in the wider world, or any combination thereof.


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S e cti o n 3.03. SP E C IAL M EE T I N G S . A special meeting may be called at any time and for any purpose by thePresident, or by a simple majority of the Executive Committee, or by a written request to the Secretary of one third(1/3)offull members in good standing. Each member shall receive notice of a special meeting and a statement of its purpose.

Special General Meetings may be held in person, by telephone or video conference, or by other means permitted by advances in technology as are adopted as a standard business practice in the wider world, or any combination thereof.

S e cti o n 3.04. N O T ICE OF M E E T I N G S . Notice of the place, date and hour and an agenda of any Union meeting shall be sent to each member not less than twenty-one (21) days before the meeting.

S e cti o n 3.05. Q U O R U M A N D AD J O U R N M EN T . At all meetings of the Union, one-half of the full members in good standing shall constitute a quorum.

Except as hereinafter provided, a quorum of members, present, shall be required for the transaction of business at all general and special meetings of the Union.

A meeting at which a quorum is initially present may continue to transact business, notwithstanding the subsequent loss of a quorum, provided that any action taken is approved by full members present equal to a majority of a quorum.

At any time during a meeting, a simple majority of the members present, may pass a motion to adjourn.

S e cti o n 3.06. MA NNE R OF V O T I N G . Matters brought to vote shall pass by a simple majority of the votes cast unless specified otherwise.

S e cti o n 3.07. P ROXI E S . Proxies are not permitted.

S e cti o n 3.08. L O SS OF M E M B E RS H I P . A member shall lose membership in the Union for failure to pay dues and all levied fees, or for non-compliance with these By-Laws as determined by the Executive Committee.

Decisions of the Executive Committee made under this Section 3.09 concerning loss of membership may be overturned at a Union meeting by a two-thirds majority of members. The club in question cannot vote on such matter.

S e cti o n 3.09. L O SS OF “ G OOD S T A N DI N G ” S T A T U S B Y M E M B E RS . A member shall lose its voting rights in the Union and become “not in good standing” as a result of its failure to meet its financial obligations to the Union, including payment of its dues.

A demonstrated inability of a member club to conduct its business and deport itself in accordance with generally accepted principles and practices may be placed in this status by vote of the Executive Committee.

Decisions of the Executive Committee made under this Section 3.10 concerning loss of “good standing” may be overturned at a Union meeting by a two-thirds majority of members. The club in question cannot vote on such matter.


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A R TIC L E IV OFFI C E R S

S e cti o n 4.01. O FFIC E R S A N D TE RM . The Union “Officers” are:1. “President”;2. “Treasurer”;3. “Secretary”;

All of the Officer positions are elected positions and are elected in accordance with Section 4.02 hereof. Additional Officer positions may be established at the Annual General Meeting as needed by a vote of a two-thirds of members voting. Officers shall hold office for two (2) years, or until their successors are elected.

S e cti o n 4.02. E L E C T ION OF O F FIC E RS . The Executive Committee may propose a slate of candidates for all or certain of the elected Officer positions (each, an “Office”), which slate shall be included in the notice of the AnnualGeneral Meeting.

Full members may nominate candidates for any Office by written notice to the Executive Committee no later than ten (10) days immediately before the subject Annual General Meeting and any such nominations shall be published seven (7) days prior to the Annual General Meeting.

If there is no candidate for an Office, as reflected in the agenda for the Annual General Meeting, the President may allow nominations for such Office to be made at the meeting .

An Officer is elected if she receives a simple majority of the votes cast. If there are multiple candidates and no candidate receives a simple majority of the votes cast, the candidate receiving the fewest votes is eliminated and another vote is held. This process continues until a candidate receives a simple majority of the votes cast.

An Officer takes her Office immediately upon the conclusion of the Annual General Meeting.

S e cti o n 4.03. R E MOVAL OF O FFIC E RS . Any Officer may be removed by a simple majority of the votes cast at aUnion meeting, providing a quorum is present and notice of this action has been given under Section 3.05.

S e cti o n 4.04. S U SP EN SION OF AN OFFIC E R . Any Officer convicted of a felony shall be automatically suspended. Any Officer may be suspended by a majority vote of the Executive Committee upon a finding by such majority of the Executive Committee that:(i) the Officer in question has, or is, acting in a manner contrary to these By-Laws and(ii) the immediate suspension of the Officer is needed to prevent injury to the Union.

Suspension of an Officer, other upon conviction of a felony, may be reversed with the vote of a simple majority of the members present at any meeting of the members.

S e cti o n 4.05. R E SI G N A T IO N S . Any Officer may resign at any time by giving written notice to the President (and if the President resigns, the President does so by written notice given to the Secretary). Such resignation shall take effect at the time specified, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.


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S e cti o n 4.06. VA C A N C I E S . Any vacant elected Office (other than the Executive Director-Referees) shall be filled by a simple majority of the votes cast of the Executive Committee, subject to confirmation at the next general meeting of the Union.

S e cti o n 4.07. P O W E RS A N D D UT I E S OF T H E OFFIC E R S . The Officers of the Union shall have the following powers and duties to manage the property and affairs of the Union, subject to the review of the members.

1. PR E SID EN T . The President shall organize and chair Union and Executive Committee meetings, and administer the activities of the other officers and committees of the Union. She shall encourage membership in the Union, and with the help of the members shall determine the Union objectives and work toward their achievement.

2. S E C R E T A R Y . The Secretary is the President’s deputy and assists the President in her duties and carries out such additional duties, as the President shall assign to the Secretary. The Secretary shall succeed the President in the event of her death, incapacity, resignation or removal from office.

The Secretary shall compile, maintain and publish the Union membership directory. She shall correspond with other unions to mutual advantage.

The Secretary shall counsel the Union and its committees on rules and procedure and ensure that these are followed.

The Secretary shall prepare the agenda for Union and Executive Committee meetings (although the President may elect to have another Officer, including the President, to do so from time to time), keep the minutes of meetings, and publish them.

The Secretary shall maintain the records of the Union, and give these records to her successor in good order.

The Secretary shall maintain and publish these By-Laws and will execute internal and external Union correspondence as directed by the Executive Committee.

The Secretary shall have responsibility for all Tour and National Championship paperwork.

3. T R E A S U R E R . The Treasurer will collect, account for, budget and administer the funds of the Union. The Treasurer shall maintain the financial records of the Union, and give these records to her successor in good order.

5 E X E CUT IVE D I R E CT O R - R E F E R E E S . The Executive Director-Referees represents the interest of the RefereesSociety on the Executive Committee. The Executive Director-Referees is the president of the Referees Society, or appointee, as such president is elected or appointed in accordance with the rules and regulations thereof. This is a non voting officer.


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A R TIC L E V G R OU P S , D IV I S IO N S A N D E XE CUTI V E D I R E C T O R S .

S e cti o n 5.01. G R O U PS . “Senior Rugby”, “Wo men’ s College Rugby” and “Sevens Rugby” an d “ Men’ s Co llege R u gby ” (as such terms are hereinafter defined and each of which is a “Group”) each shall have an “Executive Director”.

The Executive Director shall have executive responsibility for the management of her Group and all activities within that Group. She shall provide direction and assistance to the Division Directors within that Group, and be responsible for:

(i) the creation and maintenance of competition schedules, the approval of tournaments and inspection and approval of Match Sites used by clubs within her Group,

(ii) fostering the interests of clubs within the Group, and(iii) representing the Group as a whole on the Executive Committee.(iv) the Executive Director will have the authority to create new Divisions subject to approval of the NERFU Board

The Executive Director of the Group chairs any meetings of the Group. Each Executive Director is a member of the Executive Committee and is subject to removal from office in the same manner as an Officer. Executive Directors who resign, die, or are otherwise removed shall be replaced by a majority vote of the Group’s “Division Directors” (as hereinafter defined).

“Senior Rugby” consists of all member clubs that play:1. Men’s USAR Division 1 Senior Club Rugby;2. Men’s USAR Division 2 Senior Club;3. Men’s USAR Division 3 Senior Clubs;4. Men’s Division 4 Senior Clubs;5. Women’s USAR Division 1 Senior Club Rugby;6. Women’s USAR Division 2 Senior Club;7. Women’s USAR Division 3 Senior Clubs8. Women’s Division 4 Senior Clubs;9. Special Rugby Clubs

“Men’ s College Rugby” consists of all member clubs that play:1. Men’s College Division 3 Co l le ge Clubs;

“ Wo men’ s Co lleg e Ru gby ” con sist s o f a ll m emb er club s tha t p lay :2 . Women’s College Di vi sio n 2Division C o llege Clubs3. Wo men’ s Co lleg e Di vi sio n 3 C o llege Club s;

“Sevens Rugby” consists of all member Clubs that play in member clubs that play in Senior Senior and College Rugby

S e cti o n 5.02 D I VISIO N S . Each such Division within a Group shall elect a "Division Director," who shall chair any meetings of the Division and vote for the Group's Executive Director. Each Division Director shall be elected if a simple majority of the clubs of that Division in attendance vote for her at the Annual General Meeting. Each Division Director is subject to removal from office in the same manner as an Officer. Division Directors who resign, die, or are otherwise removed shall be replaced by a majority vote of the Division's members..


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S e cti o n 5.03 U N ION OFFIC I A L S . For the purpose of these By-Laws, the "Union Officials“ are the members of the Executive Committee and the Division Directors. All candidates for Union Official positions must be CI PP USA Rugby registered with a club that is a Full Member in good standing with NERFU. In addition, Union Officials must retain a primary residence within jurisdiction of the Union as defined in section 1.03 in these By-Laws.

A R TIC L E VI CO MM IT T E E S

Section 6.01. EXECUTIVE COMMITTEE.

(A) Members.The Executive Committee is comprised of the following members:

1. The Officers;2. The Executive Directors; and3. The Executive Director-Referees or her designee.

Each member of the Executive Committee shall have one vote in the Executive Committee (except for theExecutive Director-Referees).

(B) Powers and Duties.The Executive Committee shall administer the day-to-day activities of the Union and make the decisions necessary to meet the objectives of the Union. The Executive Committee sets the Union’s budget and the members’ dues. The Executive Committee shall have the power to add non-voting members, and to appoint committees. The Executive Committee shall ensure that By-Laws are followed. The members of the Executive Committee are also the members of the Union’s Board of Directors. The Board of Directors will meet at least once annually in accordance with the proper execution of the Union’s corporate business and in compliance with applicable law.

Executive Committee Meetings shall be called as needed by the President or by any three other Officers.

Written notice of the purpose of the meeting, and an agenda shall be provided, at least seventy two (72) hoursbefore the meeting; provided, however, in the event of an emergency, only such notice is reasonable need be given. Meetings may be held in person, by telephone or video conference, or by other means permitted by advances in technology as are adopted as a standard business practice in the wider world, or any combination thereof.

In order to have a quorum, (i) the President or Secretary and (ii) at least three (3) other voting members must participate in the meeting (provided, however, if a meeting of the Executive Committee is duly noticed and less than a quorum is obtained, so long as the President or Secretary participated in the meeting, the Executive Committee members participating in the meeting may provisionally act, which actions shall become formal and effective acts of the Executive Committee when ratified in writing by a simple majority of the Executive Committee).

S e cti o n 6.02. DIS C IPLI N A RY C OMMI T T E E .The Disciplinary Committee shall be formed by officers of the Executive Director and by persons appointed by theExecutive Directors. This committee shall follow USAR guidelines.

S e cti o n 6.03 M A N A G E M EN T C OMMI T T EE . The Management Committee


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(A) Members.The Management Committee is comprised of the following members:

1. The Officers;2. The Executive Directors; and3. The Executive Director-Referees or her designee.4. The Division Directors

Each member of the Management Committee shall have one vote in the Management Committee.

(B) Powers and Duties.The Management Committee will provide support to the Executive Committee in the day-to-day activities of the Union and make the decisions necessary to meet the objectives of the Union at the discretion of the Executive Committee.

Management Committee Meetings shall be called as needed by the President or by any three other Officers.

Written notice of the purpose of the meeting, and an agenda shall be provided, at least seventy two (72) hoursbefore the meeting; provided, however, in the event of an emergency, only such notice is reasonable need be given. Meetings may be held in person, by telephone or video conference, or by other means permitted by advances in technology as are adopted as a standard business practice in the wider world, or any combination thereof.

In order to have a quorum, (i) the President or Secretary and (ii) at least four (4) other voting members must participate in the meeting (provided, however, if a meeting of the Management Committee is duly noticed and less than a quorum is obtained, so long as the President or Secretary participated in the meeting, the Management Committee members participating in the meeting may provisionally act, which actions shall become formal and effective acts of the Management Committee when ratified in writing by a simple majority of the Executive Committee).

S e cti o n 6.04. O T HE R C O MMI T T EE S . The Executive Committee may appoint other optional work committees as necessary to achieve the Union’s objectives.

A R TIC L E V I I I N DE MN I FIC A TION

S e cti o n 7.01. MA N D A T O R Y I N D E M N IFIC A T ION OF DIR E C T O RS A N D OFF I C E RS . The Union shall indemnify, to the fullest extent now or hereafter permitted by law, each Union Official (including each former Union Official) who was or is made a party to or witness in, or is threatened to be made a party to or a witness in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that she is or was an authorized representative of the Union, against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by her in connection with such action, suit or proceeding.

S e cti o n 7.02. MA N D A T O R Y A DVA N C E M EN T OF E XP EN S E S T O U N ION OF F ICIA L S . The Union shall pay expenses (including attorneys’ fees and disbursements) incurred by a Union Official referred to in Section 7.01 hereof in defending or appearing as a witness in any civil or criminal action, suit or proceeding described in Section 7.01 hereof in advance of the final disposition of such action, suit or proceeding. The expenses incurred by such Union Official in her capacity as a Union Official shall be paid by the Union in advance of the final disposition of such action, suit or proceeding only upon receipt of an undertaking by or on behalf of such Union Official to repay all


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amounts in advance if it shall ultimately be determined that she is not entitled to be indemnified by the Union because she has not met the standard or conduct set forth in the first sentence of Section 7.05 hereof.

S e cti o n 7.03. P E R MISSIVE I N D E M N IFICA T ION A N D A DVA N C E M EN T OF E XP EN S ES . The Union may, as determined by the Board of Directors from time to time, indemnify to the fullest extent now or hereafter permitted by law, any person who was or is a party to or a witness in, or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that she is or was an authorized representative of the Union, against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by her in connection with such action, suit or proceeding. Subject to Section 7.02 hereof, the Union may, as determined by the Board of Directors from time to time, pay expenses incurred by any such person by reason of her participation in an action, suit or proceeding referred to in this Section 7.03 in advance of the final disposition of such action, suit or proceeding.

S e cti o n 7.04. BASIS O F RI G H T S; O T HE R R I G HT S . Each Union Official shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested directors, statute or otherwise, both as to action in such person’s officialcapacity and as to action in another capacity while holding such office or position, and shall continue as to a personwho has ceased to be an authorized representative of the Union and shall inure to the benefit of the heirs, executors and administrators of such person.

S e cti o n 7.05. DETERMINATION OF INDEMNIFICATION . Any indemnification under this Article shall be made by the Union only as authorized in the specific case upon a determination that indemnification of the authorized representative is proper in the circumstances because such person has acted in good faith and in a manner she reasonably believed to be in or not opposed to the best interests of the Union, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suite or proceeding or (ii) by a quorum of disinterested Directors so directed by outside legal counsel in a written opinion. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Union, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

S e cti o n 7.06. INSUR ANCE . The Union may purchase and maintain insurance on behalf of each Union Official against any liability asserted against or incurred by such Union Official in any capacity, or arising out of such Union Official’s status as such, whether or not the Union would have the power to indemnify such Union Official against such liability under the provisions of this Article. The Union shall not be required to maintain such insurance if it is not available on terms satisfactory to the Board of Directors or if, in the business judgment of the Board of Directors, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (ii) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance. The Union may purchase and maintain insurance on behalf of any person referred to in Section 7.03 hereof against any liability asserted against or incurred by such person in any capacity, whether or not the Union would have the power to indemnify such persons against such liability under the provisions of this Article.

S e cti o n 7.07 UNION OFFICIAL LIABILITY . Union Officials shall not be liable to the Union or its members for monetary damages for breach of fiduciary duty as an Official, except to the extent that exculpation from liability is not


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permitted under the Massachusetts Business Corporation Law as in effect at the time such liability is determined. No amendment or repeal of this paragraph shall apply to or have any effect on the liability or alleged liability of any Official of the Union for or with respect to any acts or omission of such Official occurring prior to such amendment or repeal.

A R TIC L E V I I I A D D IT I O N A L I T E M S

S e cti o n 8.01. DO N A T I O N S . The Union shall be authorized to accept donations from any person or organization. The Union may establish a sponsored fiscal accounts program, which shall comply with the rules and regulations of the IRS.

S e cti o n 8.02. C E R T AIN C O N T R A C T S A N D C HE C K S . All deeds, documents, transfers, contracts, engagements, bonds, bills of exchange and other instruments shall be signed by the President or Secretary and the Officer holding the office of Treasurer. No other person, Officer, member or other party connected with the Union shall have any authority to bind the Union by any contract or agreement or to pledge its credit.

All payments must be authorized by the Treasurer (provided, however, the Secretary shall be additional approver on Union accounts in the event of the unavailability of the Treasurer).

All approvals over $500 in value must be authorized in writing by the President or Secretary.

Final responsibility for all expenditures shall rest with the Executive Committee.

Sectio n 8.03. RE PORT S. The Treasurer shall be responsible for accounting to the members for all the funds receivedand expended by the Union.

The Treasurer shall report all incomes and expenditures to the Executive Committee on a monthly basis. Within 7 days of such report, the Treasurer shall post the report to the Financials section of the New England Rugby Football Union website

S e cti o n 8.04. D E POSI T S A N D I N V E S T M EN T S . The Treasurer, with the approval of a majority of the Executive Committee and subject to the review of the members, may invest the funds of the Union in accordance with Union By-Laws and objectives.

S e cti o n 8.05. FIS C A L Y E AR OF U N IO N . The annual fiscal period shall be September 1st to August 31st.

S e cti o n 8.06 . D U E S . Dues shall be comprised as two parts: a) USA Rugby Team registration fees are paidb) The requisite of number of players meet the requirements stated in the NERFU Handbook prior to the AGM.

A R TIC L E IX G E N E R A L A R T IC L E S

S e cti o n 9.01. DIS C RIMI N A T IO N . No member of the Union may discriminate in its membership on the basis of race, creed, color, religion, age, gender, sexual orientation, national origin, or physical handicap.

S e cti o n 9.02. E L I G IBIL I TY . All questions about the eligibility of players shall be referred to the Executive Committee of the Union for adjudication.


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S e cti o n 9.03. C H A N G I N G C L U B M E MB E RS H I P . During a competitive season, no player may switch teams without a written release from the club or college she is leaving. In cases of dispute, the Executive Committee shall rule on a player’s status. In addition, any player changing clubs mid-season must comply with all USAR regulations pertaining thereto.

S e cti o n 9.04. A M EN DM EN T . These By-Laws may be altered or new By-Laws may be adopted, by a two-thirds majority vote of a quorum of full members. Proposed changes shall be submitted in writing to the Secretary not less than twenty-one (21) days before the meeting for inclusion in the agenda. The Secretary shall send copies of the proposed changes to the members.

S e cti o n 9.05. A CC E S S . All members have the right of full access through the Union Secretary to copies of all official documents, records, reports, minutes and correspondence of Union affairs and the Union relations with bodies to which it is affiliated.

S e cti o n 9.06. A T T EN DA N C E . All members have the right to attend Executive Committee Meetings of the Union.

S e cti o n 9.07. C L U B C O NT A C T I N FORM A T IO N . The Union Secretary must be given written notice of each club’sofficers’ names, addresses (postal and email), and telephone numbers prior to the Annual General Meeting.

S e cti o n 9.08. N O T IC E S . Notices contemplated hereby must be written and shall be delivered by personal delivery, U.S. Mail, express courier or email (or any replacements thereof as the result of advances in technology as are adopted as a standard business practice in the wider world).

S e cti o n 9.09. ROB E R T S R U L E S OF ORD E R . The rules contained in Robert’s Rules of Order Revised shall govern the Union’s meetings (including its committee meetings) in all instances when such rules are not inconsistent with these By-Laws.

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